Exhibit 5.1
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January 21, 2022
Altus Midstream Company
One Post Oak Central
2000 Post Oak Boulevard, Suite 100
Houston, Texas 77056-4400
Ladies and Gentlemen:
We have acted as counsel to Altus Midstream Company, a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-3 (the “Registration Statement”) to be filed on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to (i) the issuance by the Company of up to 627,868 shares (the “Public Warrant Exercise Shares”) of the Company’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), that may be issued, from time to time, upon exercise of 12,557,370 outstanding warrants, each entitling the holder thereof to purchase one-twentieth of a share of Class A Common Stock, sold as part of the units in the Company’s initial public offering, pursuant to the Warrant Agreement, dated March 29, 2017, by and between the Company and American Stock Transfer & Trust Company, LLC (the “2017 Warrant Agreement”), and (ii) the offer and sale, from time to time, by the selling securityholders identified in the Registration Statement of an aggregate of up to: (a) 365,651 issued and outstanding shares of the Company’s Class A Common Stock (the “Outstanding Shares”); (b) 12,500,000 shares of Class A Common Stock (the “Exchange Shares”) that may be issued, from time to time, upon redemption or exchange of common units representing limited partner interests in Altus Midstream LP, a Delaware limited partnership and consolidated subsidiary of the Company, in accordance with Altus Midstream LP’s second amended and restated agreement of limited partnership (as amended to date, the “Altus Midstream LPA”); (c) 1,250,000 shares of Class A Common Stock (the “Earn-Out Shares”) that may be issued, from time to time, if earn-out consideration is issued pursuant to the Contribution Agreement, dated August 8, 2018, by and among the Company, Apache Midstream LLC and the other parties thereto (the “Contribution Agreement”); (d) 3,182,140 outstanding warrants (the “Resale Warrants”), each entitling the holder thereof to purchase one-twentieth of a share of Class A Common Stock issued pursuant to the Warrant Agreement, dated November 9, 2018, by and between the Company and American Stock Transfer & Trust Company, LLC (the “2018 Warrant Agreement” and, together with the 2017 Warrant Agreement, the “Warrant Agreements”); and (e) 159,107 shares (the “Resale Warrant Exercise Shares”) of Class A Common Stock that may be issued, from time to time, upon exercise of the Resale Warrants.
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